GROWTHPOINT PROPERTIES LIMITED - Acquisition of Stake in Acucap Properties Ltd and Sycom Property Fund

Acquisition of Stake in Acucap Properties Ltd and Sycom Property Fund

Growthpoint Properties Limited
Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa)
(Registration number 1987/004988/06)
Share code: GRT ISIN ZAE000179420
(“Growthpoint”)


ACQUISITION OF A 34.90% STAKE IN ACUCAP PROPERTIES LIMITED (“ACUCAP”) AND A 31.50%
STAKE IN SYCOM PROPERTY FUND (“SYCOM”)


Growthpoint has concluded agreements with various institutional unitholders of Acucap and Sycom to
acquire:

    •     64,045,367 Acucap linked units at a switch ratio of 1.900 Growthpoint ordinary shares for each
          Acucap linked unit acquired; and
    •     63,036,096 Sycom participatory units at a switch ratio of 1.102 Growthpoint ordinary shares for
          each Sycom participatory unit acquired,

          representing, in aggregate, 34.90 % of all Acucap linked units in issue and 31.50% of all Sycom
          participatory units in issue (collectively “the Acquired Units”) in consideration for the issue and
          allotment of new Growthpoint shares.

The acquisition agreements are unconditional and the issue and allotment of 148,852,638 Growthpoint
shares will take place on Wednesday, 23 April 2014 and 42,299,337 Growthpoint shares on Tuesday, 13 May
2014. The new Growthpoint shares will be listed at an issue price of R24.36 per share, being the spot price
of a Growthpoint share at the close of business on Tuesday, 8 April 2014, with an aggregate value of R4.66
billion.

The transaction is in line with Growthpoint’s strategy of making dividend enhancing acquisitions and
provides Growthpoint with a strategic interest in and indirect exposure to Acucap and Sycom’s combined
R18.4 billion retail and office portfolios. The acquisition is considered to be complementary and enhancing
to the underlying quality of Growthpoint’s own portfolio.

In terms of the Listings Requirements of the JSE Limited, the acquisition of the Acquired Units is a category
2 transaction for Growthpoint and as such no Growthpoint shareholder approval is required. The acquisition
has no significant effect on the pro-forma dividend per share, pro-forma earnings per share, pro-forma net
asset value per share or pro-forma tangible net asset value per share of Growthpoint.


Sandton
14 April 2014



Sponsor and Investment Bank to Growthpoint                                    Legal advisors to Growthpoint
Investec Bank Limited                                                         Glyn Marais Incorporated

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